EX-10.5




 Exhibit 10.5 

INDEMNIFICATION AGREEMENT 

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made effective as of August 20, 2015 (the “Effective
Date”) by and between RAMACO, LLC, a Delaware limited liability company, (“Indemnitee”), and RAMACO DEVELOPMENT, LLC, a Delaware limited liability company (“Indemnitor”). Throughout this Agreement, Indemnitee and Indemnitor
are sometimes individually referred to as a “Party” and sometimes collectively referred to as the “Parties”. 

RECITALS 
 WHEREAS,
Indemnitee is the current indemnitor or guarantor of obligations arising under or in connection with those certain permits, consents, agreement and other governmental authorizations set forth on Exhibit A attached hereto (the
“Permits”); 
 WHEREAS, the Permits are currently held by the persons identified on Exhibit B attached hereto (the
“Permit Holders”); 
 WHEREAS, prior to the time of this Agreement, the Permit Holders were the wholly-owned
subsidiaries of the Indemnitee; and 
 WHEREAS, through a series of transactions, Indemnitee divested itself of all ownership
of the Permit Holders, subject to Indemnitor assuming all of Indemnitee’s obligations arising under or in connection with the Permits. 

NOW, THEREFORE, in consideration of the foregoing promises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1. Indemnification. Subject to the terms and
conditions contained in this Agreement, Indemnitee shall remain liable as guarantor or indemnitor for any and all violations under the Permits prior to the Effective Date. From and after the Effective Date, as between Indemnitor and Indemnitee,
Indemnitor shall assume and become liable for any and all liabilities arising out of or in connection with the Permits, except for violations of the Permits (i) issued to Indemnitee or Permit Holders prior to the date of this Agreement, or
(ii) arising solely out of the use or ownership of the Permits prior to the date of this Agreement. 
 2. Existing Financial
Assurances. After the date of this Agreement, Indemnitor shall, at its expense, use its commercially reasonable efforts to cause the replacement of each such financial assurance and shall deliver to Indemnitee such documents as are reasonably
requested by Indemnitee in order to permit Indemnitee to effect the full release and discharge of such financial assurances. Alternatively, Indemnitee and Indemnitor agree to cooperate to either assign the indemnification and guaranty obligation of
Indemnitee in favor of existing sureties and governmental agencies in exchange for equivalent compensation to Indemnitee by Indemnitor, or otherwise make arrangements that provides Indemnitee with a complete return of collateral posted by Indemnitee
with respect to the Permits and any other bonds posted to support the business of Permit Holders. 

  
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 3. Non-Compliance. If any notice of violation, non-compliance or similar occurrence is
issued with respect to the Permits, Indemnitor shall have the duty to (i) give Indemnitee notice of such violation, non-compliance or similar occurrence within three (3) business days, (ii) defend such violation, non-compliance or
similar occurrence and, if applicable, to pay all fines associated therewith, to correct such violation, non-compliance or similar occurrence, and (iii) to perform all abative measures required by any governmental authority. If Indemnitee
receives notice of any violation, non-compliance or similar occurrence with respect to the Permits, Indemnitee shall give notice of the violation, non-compliance or similar occurrence to Indemnitor within twenty-four (24) hours of receipt of
such notice, or immediately in the case of any demand by a governmental agency for cessation or immediate abatement action. If Indemnitor fails to defend a violation, noncompliance or similar occurrence with respect to the Permit Holders’
operations under the Permits or does not promptly and in good faith take all action reasonably necessary to correct or abate such violation, non-compliance or similar occurrence, Indemnitee shall have the right (but not the obligation) to defend,
correct and/or abate such violation, noncompliance or similar occurrence, and if Indemnitee chooses to defend, correct and/or abate the same, Indemnitor shall reimburse Indemnitee for all reasonable costs and expenses incurred in connection
therewith, including reasonable attorneys’ fees. 
 4. Amendment, Waivers, Etc. No amendment, modification or discharge of this
Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a
waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. 

5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties, the Permit Holders, and their
respective affiliates, successors and assigns. Otherwise, this Agreement does not create any rights in any person or entity not a party hereto. 

6. Governing Law. This Agreement shall be governed by and construed according to the laws of the state in which the applicable
permitted operations are located, without regard to or application of its conflict of laws rules. 
 7. Counterparts. This Agreement
may be executed in one or more counterparts (including by means of facsimile signature page) and all such counterparts taken together shall constitute one and the same Agreement. 

8. Severability. If any provision of this Agreement or its application is invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of all other applications of that provision, and of all other provisions and applications hereof, will not in any way be affected or impaired. If any court shall determine that any provision of this Agreement is
in any way unenforceable, such provision shall be reduced to whatever extent is necessary to make such provision enforceable. 
 9.
Entire Agreement. All prior negotiations and agreements by and among the Parties with respect to the subject matter hereof are superseded by this Agreement and there are no representations, warranties, understandings or agreements with
respect to the subject matter hereof other than those expressly set forth in this Agreement. 

  
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 10. Headings. Section headings are not to be considered part of this Agreement, are solely
for convenience of reference, and shall not affect the meaning or interpretation of this Agreement or any provision in it. 
 11. Rule of
Construction. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement, and the Parties agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
Party shall not be employed in the interpretation of this Agreement or any amendments hereto. 
 12. Further Acts. Each of the
Parties shall do, execute, acknowledge and deliver and cause to be done, executed, acknowledged and delivered all such further acts, instruments, transfers and assurances as shall be required in order to carry out this Agreement and consummate the
transactions contemplated hereby. 
 IN WITNESS WHEREOF, the Parties have executed this Permits Transfer Assignment Agreement as of
the Effective Date. 
  

			
	RAMACO, LLC,
	a Delaware limited liability company
		
	By:	 	/s/ Randall W. Atkins
	Name:	 	Randall W. Atkins
	Its:	 	Authorized Agent
	
	RAMACO DEVELOPMENT, LLC,
	a Delaware limited liability company
		
	By:	 	/s/ Michael D. Bauersachs
	Name:	 	Michael D. Bauersachs
	Its:	 	Authorized Agent



  
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 STATE OF West Virginia 

COUNTY OF Kanawha, TO-WIT: 
 I, Joseph
G. Bunn, hereby certify that Randall W. Atkins, the Authorized Agent of Ramaco, LLC, a Delaware limited liability company, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that he signed and delivered the instrument as the duly-authorized representative of said limited liability company for the uses and purposes therein set forth. 

Dated: Aug. 20, 2015 

/s/ Joseph G. Bunn 

Notary Public 

[STAMP] 
 STATE OF West
Virginia 
 COUNTY OF Kanawha, TO-WIT: 

I, Joseph G. Bunn, hereby certify that Michael D. Bauersachs, the Authorized Agent of Ramaco, LLC, a Delaware limited
liability company, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the instrument as the duly-authorized
representative of said limited liability company for the uses and purposes therein set forth. 
 Dated: Aug. 20, 2015 

/s/ Joseph G. Bunn 

Notary Public 

[STAMP] 

  
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 EXHIBIT A 

(PERMITS) 
  

															
	 Permit

Number
	  	 Company
	  	 Mine
	  	WV Required
Bond Amount	 	  	 Bond
Number
	  	 Bonding
Company
	  	 Comments/Status

	H1054600	  	Ramaco Resources, LLC	  	 Haul Road - Plant
 Area to Cub Creek
	  	$	90,000.00	  	  	SU31004	  	Aspen - USI	  	Active - 80.9 Acres Permitted - Issued 1/4/2013 - WV NPDES No. WV0064840 - IBR-5 Approved 4/3/15 - IBR-6 Cut Thru to Cub Creek
Submitted and Under Review, Bond Not Yet Requested By WVDEP
							
	P059000	  	Ramaco Resources LLC	  	Prep Plant	  	$	2,441,350.00	  	  	SU31005	  	Aspen - USI	  	Active - 142.97 Acres permitted - Issued 1/4/2013 - WV NPDES No. - WV0064840 Additional $60.00 Cash Bond No 94090 Filed with The WV State Treasure’s Office Account No.
9818-8899
							
	S500713	  	Ramaco Resources, LLC	  	 Surface Mine -
 Stonecoal Br. & Lt
Side
 Elk Cr.
	  	$	54,880.00	  	  	SU17048	  	Aspen - USI	  	Active - No Disturbance - 297.58 Total Acres Permitted - Only 14 Acres of Increment No. I Bonded - WV NPDES No. WV1028090
							
	U500115	  	Ramaco Resources, LLC	  	No. 2 Gas - Deep Mine Stonecoal Br.	  				  		  		  	Application Submitted on January 23, 2015
							
	U500413	  	Ramaco Resources, LLC	  	 Eagle Deep -
 Main Elk Creek
	  	$	30,240.00	  	  	SU17033	  	Aspen - USI	  	Active - 11.72 Acres Permitted - Issued 2/14/14 - WV NPDES No. WV1004751
							
	U502596	  	Ramaco Resources, LLC	  	 Alma Deep -
 Stonecoal Br.
	  	$	46,800.00	  	  	SU 31006	  	Aspen - USI	  	Active - 21.56 Acres Permitted - Issued 2/11/2012 - Face Up and Underground Refurbishment Complete - WV NPDES No. WV1004671
							
	U505687	  	Ramaco Resources, LLC	  	Pine Creek IV	  	$	19,800.00	  	  	SU31007	  	Aspen - USI	  	Inactive - Partially Over Permitted by U500413 - Eligible for Phase I Bond Release - Will Need to Overbond Punchouts as NPDES Outlets are being Used by U500413
							
	U506186	  	Ramaco Resources, LLC	  	 S & M No. 7 -
 Refuse

Impoundment
 Hollow
	  	$	18,400.00	  	  	SU31008	  	Aspen - USI	  	Inactive - Permit Appears to be Expired Original Permit Issued 10/1/1986 - Covered 10.0 Acres - Grade Release granted under P059000 12/17/2012 - WV NPDES No. WV0064840
							
	U507487	  	Ramaco Resources, LLC	  	 Brandy 2 -
 Stonecoal Br.
	  	$	152,724.00	  	  	SU31003	  	Aspen - USI	  	Inactive - Eligible for Phase 1 Bond Release - Maybe Partially Over Permitted by U502596









 EXHIBIT B 

(PERMIT HOLDERS) 
 Ramaco
Resources, LLC